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Article 43. TERMINATION FOR CONVENIENCE OF STATE <br /> (a) The performance of work under this Contract may be terminated, in whole or from time to <br /> time in part, by the State whenever for any reason the Principal Representative shall <br /> determine that such termination is in the best interest of the State. Termination of work <br /> hereunder shall be effected by delivery to the CONTRACTOR of a Notice of Termination <br /> specifying the extent to which performance of work under the Contract is terminated and <br /> the date upon which such termination becomes effective. <br /> (b) After receipt of the Notice of Termination the CONTRACTOR shall cancel his outstanding <br /> commitments hereunder covering the procurement of materials, supplies, equipment and <br /> miscellaneous items. In addition, the CONTRACTOR shall exercise all reasonable <br /> diligence to accomplish the cancellation or diversion of his outstanding commitments <br /> covering personal services and extending beyond the date of such termination to the extent <br /> that they relate to the performance of any work terminated by the Notice. With respect to <br /> such canceled commitments the CONTRACTOR agrees to: <br /> (1) settle all outstanding liabilities and all claims arising out of such cancellation of <br /> commitments, with approval or ratification of the Principal Representative, to the <br /> extent he may require, which approval or ratification shall be final for all purposes of <br /> this clause, and <br /> (2) assign to the State, in the manner, at the time, and to the extent directed by the <br /> Principal Representative, all of the right, title, and interest of the CONTRACTOR <br /> under the orders and subcontracts so terminated, in which case the State shall have <br /> the right, in its discretion, to settle or pay any or all claims arising out of the <br /> termination of such orders and subcontracts. <br /> (c) The CONTRACTOR shall submit his termination claim to the Principal Representative <br /> promptly after receipt of a Notice of Termination, but in no event later than ninety (90) days <br /> from the effective date of termination, unless one or more extensions in writing are granted <br /> by the Principal Representative upon written request of the CONTRACTOR within such one <br /> year period or authorized extension thereof. Upon failure of the CONTRACTOR to submit <br /> his termination claim within the time allowed, the Principal Representative may determine, <br /> on the basis of information available to him, the amount, if any, due to the CONTRACTOR <br /> by reason of the termination and shall thereupon pay to the CONTRACTOR the amount so <br /> determined. <br /> (d) Costs claimed, agreed to, or determined pursuant to (c) above and (e) below shall be in <br /> accordance with the provisions of ARTICLE 107 (COST PRINCIPLES) of the Colorado <br /> Procurement Code and Rules as in effect on the date of this Contract. <br /> (e) Subject to the provisions of paragraph (c) above, the CONTRACTOR and the Principal <br /> Representative may agree upon the whole or any part of the amount or amounts to be paid <br /> to the CONTRACTOR by reason of the termination under this clause, which amount or <br /> amounts may include any reasonable cancellation charges thereby incurred by the <br /> CONTRACTOR and any reasonable loss upon outstanding commitments for personal <br /> services which he is unable to cancel; provided, however, that in connection with any <br /> outstanding commitments for personal services which the CONTRACTOR is unable to <br /> cancel, the CONTRACTOR shall have exercised reasonable diligence to divert such <br /> commitments to his other activities and operations. Any such agreement shall be embodied <br /> in an amendment to this Contract and the CONTRACTOR shall be paid the agreed amount. <br /> Colorado Division of Reclamation, Mining and Safety <br /> Page 16 of 22 Pages <br /> Revised: 7/18/2018 <br />